BY-LAWS

BY-LAWS FOR PENN HILLS EDUCATION FOUNDATION

ARTICLE I: NAME, DESCRIPTION, & PURPOSE

Section 1: NAME – The name of the organization shall be Penn Hills Education Foundation (PHEF). The PHEF mailing address is 801 Freeport Road, New Kensington, PA 15068.

Section 2: DESCRIPTION – The PHEF is a nonprofit organization that exists to provide additional resources financially and otherwise for all Penn Hills students.

Section 3: PURPOSE – The purpose of the PHEF is to enhance and support the educational experience of Penn Hills students. It is to provide opportunities for development, improvement, and expansion of educational programs for the Penn Hills School District.

ARTICLE 2: BOARD MEMBERS

Section 1: The Board Members of the Foundation shall consist of no fewer than eleven (11) members. This will represent a variety of business partners, educational professionals, and community members. A quorum will equal the majority of board members presently serving. EX: if there are 11 board members a quorum is six (6).

Section 2: Any vacancies in the Board Members for any reason shall be filled by an appointment of a new member by the majority of current Members.

Section 3: All terms of Board Members will be for two (2) or three (3) years as staggered terms, which shall be determined randomly.  The term begins on January 1. Members may stay on until such time they desire to resign or leave, as long as they have been active in their role.

Section 4: If Board Members do not fulfill their duties, it is then up to the Board to decide to take action. Any vote has to be taken by the stated quorum and of that it takes a simple majority vote for removal of a Board Member.

ARTICLE 3: BOARD MEETINGS

Section 1: Meetings of the Board Members shall be held at such time and place as the Members may set, but there will be at least four (4) meetings per year. Other special meetings will be called by the President as needed.

Section 2: The conducting of normal business at any meeting of the Board Members shall require a quorum which is determined to be six (6) Members to be present. However, any action to amend By-Laws of the Foundation, Articles of Incorporation or to authorize distribution of any money or property from a gift to the Foundation shall require voting of two- thirds (2/3) of the Board. All other actions require a simple majority.

Section 3: Voting is permitted to be done online if the Board Member cannot be present at the meeting.  Phone votes are also permitted concerning Foundation matters if it is during the actual meeting.

Section 4: Any action required or permitted to be taken by the Board Members may be taken without a meeting. A simple majority must consent to this ahead of time and be noted in the minutes. The use of online votes is permitted for this.

Section 5: Each Board Member is entitled to one (1) vote. There shall be no proxy voting.

ARTICLE 4: OFFICERS

Section 1: There shall be one President, one Vice President, one Secretary, and one Treasurer that form the Executive Board. The election will take place no later than January 31st of the year needed.

Section 2: Committee Chairs (if applicable) will be part of the Executive Committee.

Section 3: Term of office will be 3 years for all Officers and Committee Chairs.

Section 4: Qualifications for all positions are that any member of the Board in good standing may become an officer or Chairperson of the PHEF.

ARTICLE 5: DUTIES OF OFFICERS

Section 1: President shall

  1. Preside over all meetings
  2. Serve as ex officio member of all committees except nominating and audit
  3. Coordinate the work of officers and committees as needed
  4. Perform duties as directed by executive board or by-laws
  5. Have a current copy of the by-laws available for membership review

Section 2: Vice President shall

  1. Act as aide to the president
  2. Perform duties of the president in the absence of the president

Section 3: Secretary shall:

  1. Record the minutes of all meetings of the PHEF
  2. Maintain a current copy of the by-laws
  3. Present a written copy of the previous meeting minutes for review
  4. Keep all minutes in a binder for official records
  5. Tally votes when required
  6. Oversee mailings as required

Section 4: Treasurer shall

  1. Have custody of and maintain a full account of the funds of the PHEF
  2. Make disbursements as authorized by the Executive Board/Committee
  3. Have all checks signed by two (2) authorized signers out of (3), of which the Secretary is not to be one
  4. Provide a written financial statement to the Executive Board at each meeting, as well as for months where meetings do not occur
  5. Have the accounts audited at the end of each fiscal year as well as when a new treasurer is elected
  6. Present all audit reports to the Executive Board/Committee for adoption
  7. Make all books available at all times for inspection as requested
  8. File 990/all forms with the IRS as required
  9. Have monthly bank statements sent to the secretary, who is not a signer for the account. Online access is permitted in addition to having a copy mailed.

ARTICLE 6: OPERATIONS

Section 1: Fiscal Year – The fiscal year of the Foundation shall be defined as the calendar year from January 1 to December 31. This may be changed by the Board.

ARTICLE 7: BY-LAWS

Section 1: By-laws may be amended or repealed at any time or new or additional by-laws adopted by two-thirds (2/3) vote

Section 2: All alterations must be received by all board members 30 days prior to the vote.

Section 3: All by-laws are to be reviewed every five (5) years.

ARTICLE 8: CONTRACTS AND PURCHASES

Section 1: All contracts or purchases made by the PHEF in excess of One Hundred dollars ($100) must be authorized by a vote of a simple majority.

Approved by the Board Members of the Penn Hills Education Foundation on this ______________ day of _______________ 2018.

 

_______________________________        ______________________________

President                                                             Secretary